Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - as a result of an arrangement, issuerhas only one security holder - issuer deemed to have ceasedto be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

WELCOME OPPORTUNITIES LTD.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario and Alberta (the "Jurisdictions") has receivedan application from Welcome Opportunities Ltd. ("Welcome")for a decision under to the securities legislation of each ofthe Jurisdictions (the "Legislation") that Welcomebe deemed to have ceased to be a reporting issue under the Legislation;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS Welcome has represented tothe Decision Makers that:

1. Welcome was incorporated on August 4, 1964,under the Company Act (British Columbia) and has itshead office in Vancouver, British Columbia;

2. The authorized capital of Welcome consistsof 100,000,000 common shares without par value ("WelcomeShares") and 4,466,748 Welcome Shares are currently issuedand outstanding;

3. Welcome is a reporting issuer under theLegislation in each of the Jurisdictions. Welcome is not indefault of any requirement under the Legislation;

4. Endeavour Mining Capital Corp. ("EMCC")acquired all issued and outstanding Welcome Shares pursuantto an arrangement under the Company Act (British Columbia),as amended (the "Arrangement"), completed effectiveSeptember 9, 2002;

5. Under the Arrangement, the former holdersof Welcome Shares exchanged those shares for ordinary votingshares (the "EMCC Shares") and contingent valuerights of EMCC;

6. As a result of the Arrangement, all ofthe issued and outstanding securities of Welcome are ownedby EMCC;

7. EMCC is a company incorporated under theCompanies Law (2002 Revision) of the Cayman Islandsand has its head office in George Town, Grand Cayman, CaymanIslands;

8. EMCC became a reporting issuer under thesecurities legislation of Alberta on September 9, 2002, andunder the securities legislation of Ontario on November 6,2002, and EMCC is a reporting issuer under the Legislation;

9. The EMCC Shares became listed and postedfor trading on the TSX Venture Exchange on September 9, 2002.The EMCC Shares are listed and posted for trading on the TSXVenture Exchange;

10. The Welcome Shares were delisted fromthe TSX Venture Exchange on September 10, 2002 and no securitiesof Welcome are listed or quoted on any exchange or market;

11. Welcome has no securities, including debtsecurities, outstanding other than the Welcome Shares;

12. Welcome does not intend to seek financingby way of a public offering of its securities;

AND WHEREAS under the System this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each Decision Maker is ofthe opinion the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that Welcome is deemed to have ceasedto be a reporting issuer under the Legislation.

November 8, 2002.

"John Hughes"